Bryan Langley
Floor & Decor HoldingsAbout Bryan Langley
Bryan H. Langley (age 39) is Executive Vice President and Chief Financial Officer of Floor & Decor. He joined the company in 2014, rose through Financial Reporting and FP&A leadership roles, and became CFO in 2022. He holds a B.B.A. in Accounting and a Master of Accountancy from the University of Georgia . In FY2024, Floor & Decor delivered net sales of $4,455.8 million (+0.9% YoY) with gross margin up 120 bps to 43.3% , and reported net income of $205.9 million . Since 2019, the company’s cumulative TSR equated to $200.93 for an initial $100 investment, versus $209.45 for its peer index .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Floor & Decor | EVP & CFO | 2022–present | Leads accounting, FP&A, reporting, tax, IA, BI/data science, and treasury |
| Floor & Decor | VP FP&A / Sr. Director FP&A | 2016–2022 | Built financial planning and analysis capabilities to support expansion |
| Floor & Decor | Director of Financial Reporting | 2016 | Strengthened SEC reporting and controls |
| Floor & Decor | Financial Reporting Manager | 2014–2016 | Advanced financial reporting foundation post-IPO maturation |
| Delta Air Lines | Accounting & Finance roles | 2011–2014 | Broadened airline finance and accounting experience |
| KPMG LLP | Transaction Services & Audit | 2008–2011 | Public accounting, M&A diligence and audit rigor |
External Roles
No current external directorships or outside roles disclosed for Mr. Langley .
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base salary rate ($) | — | 400,000 | 490,000 |
| Salary paid ($) | 302,039 | 395,192 | 472,692 |
| All other compensation ($) | 5,700 | 5,481 | 5,605 |
Notes: All other compensation includes 401(k) match and employer-paid group term life insurance; executives are eligible for 401(k) match (45% of first 5% of pay) .
Performance Compensation
Annual Cash Incentive (2024 design and outcomes)
- Structure: Two 6‑month performance periods (First Half and Second Half 2024) to address macro uncertainty; metrics and targets set separately for each half .
- Metrics/weights: Net Sales (20%) and EBIT (80%) per half .
- Target bonus: 75% of base salary; Target $367,500; Actual payout $354,165 (99.90% of target) .
| Metric | Weight | FH 2024 Target | FH 2024 Actual | FH 2024 Payout | SH 2024 Target | SH 2024 Actual | SH 2024 Payout |
|---|---|---|---|---|---|---|---|
| Net Sales ($mm) | 20% | 2,323.5 | 2,230.4 | 77.7% | 2,248.6 | 2,225.3 | 89.7% |
| EBIT ($mm) | 80% | 141.9 | 130.6 | 81.2% | 106.7 | 125.5 | 126.7% |
| Blended payout | — | — | — | 80.5% | — | — | 119.3% |
| Individual outcome | Amount ($) | Notes |
|---|---|---|
| Target bonus | 367,500 | 75% of base salary |
| Actual payout | 354,165 | 99.90% of target |
Long-Term Equity (2024 grants and plan design)
- 2024 grant mix: 50% RSUs (time-based), 50% PSUs (performance- and service-based) .
- RSU vesting: Three equal annual installments from grant date (2/26/2024) .
- 2024 PSU metrics (3-year performance ending Dec 2026): 3‑yr average ROIC (20% weight) and Adjusted EBIT at end of period (80% weight). Each metric vests independently; 50/100/150/200% payout curve as below .
| 2024 Grants (2/26/2024) | Shares (#) | Grant-date fair value ($) |
|---|---|---|
| RSU | 3,234 | 375,047 |
| PSU (target) | 3,234 | 375,047 |
| PSU Performance Matrix (2024–2026) | 50% vest | 100% vest | 150% vest | 200% vest |
|---|---|---|---|---|
| 3-yr average ROIC (20% weight) | 9% | 10% | 12% | 14% |
| Adjusted EBIT at end of period (80% weight) | $370.0m | $440.0m | $475.0m | $510.0m |
Vesting schedule (time-based RSUs outstanding at FY2024-end)
| Vesting date | RSUs (Langley) |
|---|---|
| 2/26/2025 | 1,077 |
| 2/27/2025 | 1,835 |
| 2/28/2025 | 450 |
| 3/1/2025 | 280 |
| 11/29/2025 | 2,455 |
| 2/26/2026 | 1,078 |
| 2/27/2026 | 1,836 |
| 11/29/2026 | 2,454 |
| 2/26/2027 | 1,079 |
| 2/27/2027 | 1,826 |
| Total | 14,370 |
Insider activity and potential selling pressure
- 2024 option exercises: 5,685 shares; value realized $644,264 .
- 2024 vested stock awards: 4,336 shares; value realized $502,894 .
- Policy constraints: Hedging, pledging, short sales, and use of company securities as collateral are prohibited; Rule 10b5‑1 usage is governed with pre-clearance, restricted periods, and related procedures .
- Unexercisable options at 2024 year-end (e.g., 214 options at $95.68) vested on March 1, 2025, modestly increasing potential exercisable supply post-year-end .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (shares) | 28,576 (includes 18,471 options exercisable or within 60 days) |
| Shares outstanding | 107,605,558 as of Mar 10, 2025 |
| Ownership as % of shares outstanding | ~0.03% (28,576 / 107,605,558; calculated from disclosed figures) |
| Unvested RSUs | 14,370 scheduled as above |
| Outstanding PSUs | 7,026 (performance period ends 12/25/2025); 3,234 (ends 12/31/2026) |
| Options (sample grants) | 1,159 @ $9.99; 2,830 @ $21.00; 2,512 @ $40.48; 4,101 @ $31.98; 4,592 @ $44.05; 2,420 @ $57.70; 643 ex./214 unex. @ $95.68 (post 3/1/2025 unex. vested) |
| Ownership guidelines | EVPs must hold 3x base salary; 5-year compliance period; all executives in compliance as of FY2024-end |
| Hedging/pledging | Prohibited by policy (no hedging, pledging, short sales, or using stock as collateral) |
Employment Terms
| Topic | Key economics |
|---|---|
| Employment agreement | In place; provides base salary and participation in annual bonus and equity programs |
| Severance (without Cause / Good Reason) | 1x base salary paid over 12 months; options exercisable for 90 days post-termination (or earlier expiration) |
| Change-in-control (CIC) | If terminated without Cause within 1 year post‑CIC: 100% of target PSUs vest (cash severance not specified beyond standard; see company schedule) |
| Death/Disability | Accelerated vesting of RSUs vesting within next 6 months; for Langley estimated $368,097 at 12/26/2024 price |
| CIC termination equity value (illustrative) | Estimated $606,521 for target PSU acceleration using 12/26/2024 stock price |
| Restrictive covenants | Non-compete and non-solicit during employment and for 1 year post-termination (CEO 2 years); confidentiality and non‑disparagement apply |
| Clawbacks | Discretionary “Trigger Event” policy and SEC/NYSE Dodd‑Frank recoupment for material restatements; applies to cash and equity incentives |
| Tax gross-ups | No excise tax gross-ups for CIC; no perquisite tax gross-ups |
| Benefits | 401(k) match (45% of first 5% of pay) and employer-paid group term life insurance |
| Insider trading controls | Pre-clearance and blackout windows; 10b5‑1 plan governance |
Compensation Structure Notes and Governance
- 2024 pay mix emphasized at-risk pay; target bonus tied 80% to EBIT and 20% to Net Sales each half, balancing growth and profitability discipline .
- 2024 PSUs replaced prior all‑or‑nothing ROIC threshold with dual, independent ROIC and Adjusted EBIT metrics to maintain difficulty but improve line-of-sight in a tougher macro .
- Say-on-Pay: 88.4% approval at 2024 annual meeting, with investor feedback focusing on one-time 2023 special grants that were not repeated in 2024 .
- Peer group used for market context (not strict benchmarking) included: Beacon Roofing, Deckers, Etsy, Fastenal, Five Below, Lululemon, Ollie’s, Pool Corp, RH, SiteOne, Sleep Number, Tempur Sealy, Ulta Beauty, Williams‑Sonoma .
Performance & Track Record (context during CFO tenure)
| Measure | FY2023 | FY2024 |
|---|---|---|
| Net sales ($mm) | 4,413.9 | 4,455.8 |
| Net income ($mm) | 246.0 | 205.9 |
| Gross margin (%) | 42.1% | 43.3% |
| TSR (value of $100 since 2019) | $226.42 | $200.93 |
Management cited macro headwinds in 2023–2024; FY2024 achieved 30 new warehouse stores, modest sales growth, and 120 bps gross margin expansion via expense control and mix management .
Investment Implications
- Alignment and risk: Strong alignment signals through ownership guidelines (3x salary for EVPs) with full executive compliance, robust anti‑hedging/pledging, and dual clawback policies. These reduce governance risk and discourage short-termism .
- Incentive levers: 2024 bonus plan and PSU redesign put higher weight on EBIT and multi‑year ROIC/Adjusted EBIT, emphasizing profitable growth and capital efficiency; 2024 payouts near target suggest targets were challenging but achievable amid macro pressure .
- Selling pressure: Known 2024 exercises/vests were modest for the CFO; remaining RSU tranches (through 2027) and PSU outcomes (through 2026) could create periodic liquidity events but are bounded by trading policy and blackout windows .
- Retention/CIC: Standard 1x salary severance and double‑trigger PSU acceleration (no CIC cash gross‑ups) balance retention with shareholder protections; one‑year non-compete/non‑solicit further mitigates transition risk .